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Procedure
The annual overall remuneration for the members of the
Board of Directors will be determined by the General
Meeting following a proposal from the Board of Directors
(on the basis of the recommendation by the NRC), which
will be based on the amounts set in the past, with due
regard for a minimum number of actual meetings of the
Board of Directors and its committees. The apportionment
of the overall portfolio to the individual members is a
decision of the Board of Directors on the recommendation
of the NRC, based on their actual attendance at the various
meetings of the Board of Directors and its committees.
The above-mentioned amounts, set in 2011 and adjusted in
2013, are based on benchmarking using surveys conducted
by independent third parties with regard to listed and
other companies and resulted in the following
remunerations:
★
★
€ 87 250 as fixed remuneration for the chairmanship of
the Board of Directors;
★
★
€ 30 000 as fixed remuneration for attendance by the
Chief Executive Officers of the meetings of the Board of
Directors;
★
★
€ 32 500 for the actual attendance of the other
directors of six or more meetings of the Board of
Directors; the remuneration will be reduced
proportionately if fewer meetings are attended;
★
★
€ 3 000 for attendance of a meeting of the Audit
Committee or the Nomination and Remuneration
Committee;
★
★
€ 3 750 as additional fixed remuneration for the
chairman of the Audit Committee and of the
Nomination and remuneration Committee.
The Board of Directors determines the remuneration as
well as the remuneration policy of Executive Management
based on the proposal of the NRC, with due consideration
for the relevant contractual stipulations and benchmark
data from other comparable listed companies to ensure
that these remunerations are in line with market rates,
bearing in mind the duties, responsibilities and manage-
ment targets.
The management targets to which the variable remunera-
tion is linked, as well as the level of these targets, are
proposed annually by the NRC and approved by the Board
of Directors. The Board of Directors evaluates the attain-
ment of these quantitative and qualitative targets on the
basis of an analysis by the Nomination and Remuneration
Committee. The attainment of the quantitative targets will
be measured against current net profit on a consolidated
basis. The qualitative targets to be attained over more than
one year will be evaluated on an annual basis against
progress towards each specific target.
On the proposal of the Board of Directors, which is of the
opinion that the quantitative and qualitative management
targets are set to also favour the long-term goals of the
Company, on 17 May 2013 the General Meeting approved
the proposal to base the integral annual variable remuner-
ation of the CEOs for the fiscal years 2014 till 2016 on
objective and measurable performance indicators agreed
in advance and always measured over a period of one year,
in accordance with Article 520ter of the Companies Code.
Kinepolis Schaffhausen (CH)
34
KINEPOLIS GROUP
ANNUAL REPORT 2014
03 / MANAGEMENT REPORT